As previously disclosed, on June 15, 2022, Revlon, Inc. (“Revlon”) and certain subsidiaries, including Revlon Consumer Products Corporation (“Products Corporation” and together with Revlon, the “Company”) (the Chapter 11 filing entities collectively, the “Debtors”), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The cases (the “Chapter 11 Cases”) are being administered under the caption In re Revlon, Inc., et al. (Case No. 22-10760 (DSJ)). The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
Cleansing Materials
On February 7, 2023, the Company entered into confidentiality agreements (the “NDAs”) with (i) certain of the lenders (the “Negotiating BrandCo Lenders”) under that certain BrandCo Credit Agreement, dated as of May 7, 2020, by and among the Company, the lenders from time to time parties thereto and Jefferies Finance LLC, as administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified from time to time, the “BrandCo Credit Agreement”) and (ii) certain of the lenders (the “Negotiating 2016 Lenders,” and collectively with the Negotiating BrandCo Lenders, the “Negotiating Lenders”) under that certain Term Credit Agreement, dated as of September 7, 2016, by and among the Company, the lenders from time to time parties thereto and Citibank, N.A, as administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified from time to time, the “2016 Credit Agreement”) in connection with settlement negotiations among the Company and the Negotiating Lenders regarding the settlement of the Chapter 11 Cases and AIMCO CLO 10 Ltd., et al. v. Revlon, Inc. et al., Adv. Pro. No. 22-01167 (DSJ) (Bankr. S.D.N.Y. Oct. 31, 2022) (the “Adversary Proceeding”).
On February 17, 2023, the Negotiating Lenders and the Company reached a settlement in principle with respect to the Chapter 11 Cases and the Adversary Proceeding, including the claims and controversies in connection therewith (collectively, the “Settlement”), subject to definitive documentation and receipt of certain approvals. The Settlement is subject to, among other things, approval from the Bankruptcy Court.
Pursuant to the terms of the NDA, the Company agreed to publicly disclose certain confidential information provided to the Negotiating Parties pursuant to the NDAs and a summary description of the terms of the Settlement (the “Cleansing Materials”) upon the occurrence of certain events. A copy of the Cleansing Materials is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. The Cleansing Materials are based solely on information available to the Company as of the date such materials were provided to certain of the Company’s creditors. The description in this Form 8-K of the Cleansing Materials does not purport to be complete and is qualified in its entirety by reference to the complete presentation of the Cleansing Materials attached as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
